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TERMS OF A CONTRACT - Coggle Diagram
TERMS OF A CONTRACT
EXEMPTION/EXCLUSION terms
Definition: exclusion or limitation of liability;
Because of fair of unfairness and to prevent abuse, the regulates with strict rules the use of exclusin clauses:
Incorporation of exclusion clauses;
Interpretation of exclusion clauses;
Neutralization of exclusion clauses.
Pre-contractual STATEMENTS: REPRESENTATION v TERMS
“SALES TALK or PUFF”: irrelevant statements;
REPRESENTATION: statement part of the promise…missrepresentation; representations induce the other party to agree on the terms;
TERMS: contractual statements…breach of contract.
INCORPORATION OF EXCLUSION CLAUSES
INCORPORATION BY WRITTEN AND SIGNED DOCUMENTS;
INCORPORATION IN THE CASE OF UNSIGNED DOCUMENTS;
INCORPORATION BY PREVIOUS COURSE OF DEALINGS.
THE TERMS OF A CONTRACT CAN BE:
EXPRESS TERMS;
STATEMENTS COMMUNICATED TO ONE ANOTHER;
STATEMENTS OF DUTIES AND RIGHTS OF EACH PARTY;
EXPRESS TERMS MAY BE COMMUNICATED:
ORALLY;
IN WRITING;
COMBINATION OF BOTH (HARLING v EDDY, 1951).
IMPLIED TERMS.
TERMS WHICH THE PARTIES HAVE NOT COMMUNICATED TO ONE ANOTHER, INSERTED IN THE CONTRACT BY THE LAW SEEKING BUSINESS EFFICACY:
TERMS IMPLIED BY COURTS (THE MOORCOCK 1889);
TERMS IMPLIED BY STATUTES (SALE OF GOODS ACT Sections 12 and 14);
TERMS IMPLIED BY CUSTOM (TRADITIONS).
Contractual terms:condition v warranty
CONDITION: vital term of the contract;
WARRANTY: subsidiary term of the contract;
NEUTRALIZATION OF EXCLUSION CLAUSES
UNFAIR CONTRACT TERMS ACT (UCTA, 1977)(sections 2 and 11):In business, excluding liability for negligence resulting in death or personal injury is void;
Exclusion clauses will be void if unreasonable;